2014-1 EETC
Investor Presentation
United Airlines, Inc.
March 24, 2014
Issuer Free Writing Prospectus
Filed pursuant to Rule 433(d)
Registration No. 333-181014-01
March 24, 2014 |
2
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before
you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter,
or any dealer participating in the offering will arrange to send you the
prospectus if you request it by calling Morgan Stanley toll-free at
1-866-718-1649 or Credit Suisse toll-free at
1-800-221-1037. *
*
*
* |
3
United Airlines 2014-1 EETC
United Airlines, Inc. (United) intends to raise $949,459,000 of Pass
Through Certificates, Series 2014-1 in two classes:
Class A of $736,647,000
Class B of $212,812,000
The proceeds from the offering will be used by United to finance
25 aircraft:
13 new Boeing 737-924ER aircraft scheduled for delivery between June 2014 and
March 2015 (1)
2 new Boeing 787-8 aircraft scheduled for delivery between May and October
2014
1 new Boeing 787-9 aircraft scheduled for delivery between September 2014 and
March 2015 (2)
9 new Embraer ERJ 175 LR aircraft scheduled for delivery between
March 2014 and March 2015
(3)
Lead Bookrunners: Morgan Stanley, Credit Suisse
Bookrunners: Deutsche Bank Securities, Citigroup Global Markets,
Barclays, Goldman Sachs & Co.,
Credit Agricole Securities
Liquidity Facility Provider: Credit Agricole Corporate and Investment Bank, acting
via its New York branch
Notes:
1.
United will have the right to select 13 out of 22 eligible Boeing 737-924ER
aircraft scheduled for delivery between June 2014 and March 2015 to be part
of the collateral pool for this transaction. 2.
United will have the right to select 1 out of 4 eligible Boeing 787-9 aircraft
scheduled for delivery between September 2014 and March 2015 to be part of
the collateral pool for this transaction. 3.
United will have the right to select 9 out of 21 eligible Embraer ERJ 175 LR
aircraft scheduled for delivery between March 2014 and March 2015 to be part
of the collateral pool for this transaction. |
4
UAL 2014-1 EETC Structural Summary
Face Amount
Expected Ratings (S&P / Fitch)
Initial LTV
(1)
Interest Rate
Initial Average Life (in years)
Regular Distribution Dates
Expected Principal Distribution Window (in years)
Final Expected Distribution Date
Final Maturity Date
Section 1110 Protection
Liquidity Facility
Depositary
Class A
Class B
$736,647,000
$212,812,000
A-
/ A
BB+ / BB+
55.1%
71.0%
Fixed, semi-annual, 30/360 day count
8.8
5.9
April 11 & October 11
1.5
12.0
1.5
8.0
April 11, 2026
April 11, 2022
October 11, 2027
October 11, 2023
Yes
Yes
3 semi-annual
3 semi-annual
interest payments
interest payments
Funds raised will be held in escrow with the Depositary and
withdrawn from time to time to purchase Equipment Notes as
the aircraft are financed
Notes:
1. Initial LTV is calculated as of April 11, 2015, the first Regular Distribution
Date after all aircraft are expected to have been financed pursuant to this
offering. |
5
Key Structural Elements
Classes Offered:
Two tranches of amortizing debt offered, both of which will
benefit from a liquidity facility covering three semi-annual interest payments
Waterfall:
Interest on the Preferred Pool Balance on the Class B Certificates
is paid ahead of Class A Certificates
principal (same as UAL 2013-1)
Buy-Out Rights: Class B Certificate holders have the right to purchase all
(but not less than all) of then outstanding Class A Certificates
at par plus
accrued and unpaid interest upon certain events during a United bankruptcy
Cross-Default:
Yes, from day one
Cross-Collateralization:
Yes, from day one
Collateral: Strategically core aircraft types to Uniteds fleet
operations, all of which are expected to be delivered new in 2014 or 2015.
United expects to finance 13 of 22 eligible Boeing 737-924ER aircraft, 2
Boeing 787-8 aircraft, 1 of 4 eligible Boeing 787-9 aircraft and 9 of
21 eligible Embraer ERJ 175 LR aircraft with the proceeds of this
transaction |
6
Collateral Summary
Aircraft
Aircraft
Fuselage
Manufacturer's
Registration
Engine
Delivery
Aircraft
No.
Type
Type
Serial Number
Number
Type
MTOW
Date
Age
AISI
BK
mba
LMM
(1)
1
Boeing 737-924ER
Narrow
44581
N67827
CFM56-7B27
187,700
June-14
New
$55,250,000
$53,350,000
$52,340,000
$53,350,000
2
Boeing 737-924ER
Narrow
44580
N66828
CFM56-7B27
187,700
June-14
New
55,250,000
53,350,000
52,340,000
53,350,000
3
Boeing 737-924ER
Narrow
44561
N69829
CFM56-7B27
187,700
June-14
New
55,250,000
53,350,000
52,340,000
53,350,000
4
Boeing 737-924ER
Narrow
44560
N69830
CFM56-7B27
187,700
July-14
New
55,350,000
53,350,000
52,390,000
53,350,000
5
Boeing 737-924ER
Narrow
44562
N66831
CFM56-7B27
187,700
August-14
New
55,440,000
53,350,000
52,430,000
53,350,000
6
Boeing 737-924ER
Narrow
44563
N65832
CFM56-7B27
187,700
August-14
New
55,440,000
53,350,000
52,430,000
53,350,000
7
Boeing 737-924ER
Narrow
44564
N69833
CFM56-7B27
187,700
September-14
New
55,530,000
53,350,000
52,470,000
53,350,000
8
Boeing 737-924ER
Narrow
44565
N68834
CFM56-7B27
187,700
September-14
New
55,530,000
53,350,000
52,470,000
53,350,000
9
Boeing 737-924ER
Narrow
60087
N69835
CFM56-7B27
187,700
October-14
New
55,620,000
53,700,000
52,510,000
53,700,000
10
Boeing 737-924ER
Narrow
60088
N68836
CFM56-7B27
187,700
October-14
New
55,620,000
53,700,000
52,510,000
53,700,000
11
Boeing 737-924ER
Narrow
60121
N66837
CFM56-7B27
187,700
November-14
New
55,710,000
53,700,000
52,560,000
53,700,000
12
Boeing 737-924ER
Narrow
60122
N69838
CFM56-7B27
187,700
November-14
New
55,710,000
53,700,000
52,560,000
53,700,000
13
Boeing 737-924ER
Narrow
60316
N69839
CFM56-7B27
187,700
December-14
New
55,800,000
53,700,000
52,600,000
53,700,000
14
Boeing 787-8
Wide
34828
N49911
GEnx-1B70
502,500
May-14
New
132,880,000
134,300,000
117,890,000
128,356,667
15
Boeing 787-8
Wide
35879
N28912
GEnx-1B70
502,500
October-14
New
133,990,000
135,850,000
118,390,000
129,410,000
16
Boeing 787-9
Wide
36402
N19951
GEnx-1B74/75
553,000
September-14
New
157,670,000
149,400,000
133,180,000
146,750,000
17
Embraer ERJ 175 LR
Regional
TBD
N88301
CF34-8E5
85,517
March-14
New
31,210,000
27,500,000
29,290,000
29,290,000
18
Embraer ERJ 175 LR
Regional
TBD
N87302
CF34-8E5
85,517
April-14
New
31,260,000
27,600,000
29,310,000
29,310,000
19
Embraer ERJ 175 LR
Regional
TBD
N87303
CF34-8E5
85,517
April-14
New
31,260,000
27,600,000
29,310,000
29,310,000
20
Embraer ERJ 175 LR
Regional
TBD
N89304
CF34-8E5
85,517
June-14
New
31,370,000
27,600,000
29,360,000
29,360,000
21
Embraer ERJ 175 LR
Regional
TBD
N93305
CF34-8E5
85,517
July-14
New
31,420,000
27,700,000
29,390,000
29,390,000
22
Embraer ERJ 175 LR
Regional
TBD
N87306
CF34-8E5
85,517
July-14
New
31,420,000
27,700,000
29,390,000
29,390,000
23
Embraer ERJ 175 LR
Regional
TBD
N84307
CF34-8E5
85,517
August-14
New
31,470,000
27,700,000
29,410,000
29,410,000
24
Embraer ERJ 175 LR
Regional
TBD
N89308
CF34-8E5
85,517
September-14
New
31,520,000
27,700,000
29,430,000
29,430,000
25
Embraer ERJ 175 LR
Regional
TBD
N86309
CF34-8E5
85,517
October-14
New
31,570,000
27,800,000
29,460,000
29,460,000
Target aircraft total:
$1,428,540,000
$1,363,750,000
$1,315,760,000
$1,364,166,667
New Base Values
Notes:
1.
Appraised value is the lesser of the average and median base value of each aircraft
as appraised by Aircraft Information Services, Inc. (AISI), BK
Associates, Inc. (BK) and Morten Beyer & Agnew, Inc.
(mba). An appraisal is only an estimate of value and should not be relied upon as a
measure of realizable value.
2.
Assumes that United elects to finance the aircraft with the earliest scheduled
delivery dates from among the total aircraft of each type eligible to be
financed with the proceeds of the Certificates.
3.
Appraised value as of March 2014. The aggregate appraised value as of April 11,
2015, after all such aircraft are expected to have been financed pursuant to
this offering, is $1,338 million (using an assumed depreciation rate of 3% of the initial appraised value per year after the year of delivery
of each Aircraft).
(2)
(3) |
7
Collateral Pool
The collateral pool benefits from diversification of three strategically core
aircraft types
51% Narrowbody / 30% Widebody / 19% Regional Jet
100% New
UAL 2014-1 Collateral Mix
Distribution of LMM Appraised Value
(1)
Vintage: 0%
New: 100%
Total: $1,364MM
(1)
737-924ER
$695MM
51%
787-8
$258MM
19%
787-9
$147MM
11%
ERJ 175 LR
$264MM
19%
Notes:
1.
Total Aircraft Value as of March 2014 using the lower of the mean and median of
three Base Value appraisals for the aircraft. Assumes that United finances
the first 13 out of 22 Boeing 737-924ER aircraft, the two Boeing 787-8 aircraft, the first of 4 Boeing 787-9 aircraft and the first 9 out of 21
Embraer ERJ 175 LR aircraft, scheduled for delivery from which United may
select. |
8
Aircraft Appraisals
United has obtained Base Value Desktop Appraisals from three appraisers
(AISI, BK and mba)
Aggregate
aircraft
appraised
value
of
approximately
$1,364
million
(1)
Appraisals available in the Preliminary Prospectus Supplement
Appraisals indicate an initial collateral cushion of 44.9% and 29.0% on the
Class A and B respectively
(2)
, which increases over time as the debt amortizes
Notes:
1.
Total Aircraft Value as of March 2014 using the lower of the mean and median of
three Base Value appraisals for the aircraft. Assumes that United finances
the first 13 out of 22 Boeing 737-924ER aircraft, the two Boeing 787-8 aircraft, the first out of 4 Boeing 787-9 aircraft and the first 9 out of 21
Embraer ERJ 175 LR aircraft, scheduled for delivery from which United may select.
The aggregate appraised value as of April 11, 2015, after all such aircraft
are expected to have been financed pursuant to this offering, is $1,338 million (using an assumed depreciation rate of 3% of the initial appraised
value per year after the year of delivery of each Aircraft).
2.
Initial collateral cushion is calculated as of April 11, 2015, the first Regular
Distribution Date after all aircraft are expected to have been financed. |
9
Collateral Overview
Boeing 737-900ER
Overview:
The
737-900ER
is
the largest variant of worlds all-time best selling 737NG
family of narrowbody commercial aircraft
167 passengers in Uniteds standard two-
class configuration (20 first / 147 premium and regular economy)
1. Sources: United Airlines, Ascend Market Commentaries Q1 2014, Morten
Beyer & Agnew, and Boeing.
Strengths
(1)
:
US transcontinental range for the 900ER is better than the current A321 (without
auxiliary fuel tanks)
Lowest fuel consumption per seat/seat-mile cost of any twin-engine narrowbody
(<200 seats)
526 cumulative orders with 17 customers
United and Delta both placed orders in 2011 and 2012 to replace 757s, marking a key
win for the aircraft type
Ease of remarketing to secondary operators due to sole source engine and
commonality with other 737NG variants
Importance to United:
United (and others) view the 737-900ER as a good replacement for the aging
757-200
Covers 96% of current 757-200 routes at significantly lower trip cost (albeit
with approximately 10 fewer seats) |
10
Boeing 737-900ER Market
17 Customers for 526 Cumulative Orders
(1)
1. Sources: The Boeing Company; orders (including deliveries) are
through January 2014. (45)
(15)
(139)
(5)
(6)
(167)
(10)
(4)
(4)
(6)
(8)
(11)
(100)
(6) |
11
Collateral Overview
Boeing 787-8
1. Sources: United Airlines, Ascend Market Commentaries Q1 2014, Morten
Beyer & Agnew, and Boeing.
Strengths
(1)
:
495 cumulative orders with 46 customers, including lessors across all world
regions
Composite fuselage is expected to reduce costs over span of aircrafts useful
life
Improvements to the aircraft include: carbon composite fuselage and wings, health
monitoring systems that allow the aircraft to self-monitor and new fuel
efficient engines
Next generation performance and economics should drive aircraft replacement of
many existing 767s, A330-200s and A340s
Importance to United:
787-8 enables United to serve city pairs previously not accessible with 767
aircraft, e.g. Denver
Tokyo-Narita
Anticipated superior economic performance including up to 20% lower fuel
consumption than other equivalent sized aircraft, up to 15-25% lower operating
costs and up to 30% lower airframe maintenance costs
Overview:
New
generation
long
range
aircraft
with
size
similar
to
current
767-300ERs
in
fleet
219
passengers
in
Uniteds
standard
two class
configuration
(36
business
/
183 premium
and
regular
economy) |
12
Boeing 787-8 Market
46 Customers for 495 Cumulative Orders
(1)
1.
Sources:
The
Boeing
Company;
orders
(including
deliveries)
are
through
January
2014.
(36)
(33)
(30)
(27)
(25)
(22)
(22)
(19)
(18)
(16)
(15)
(15)
(15)
(15)
(14)
(12)
(10)
(10)
(10)
(10)
(10)
(9)
(8)
(8)
(8)
(78) |
13
Collateral Overview
Boeing 787-9
Overview:
New generation long range aircraft with size similar to current 777-200ERs in
fleet
252 passengers in Uniteds standard two-class configuration (48 business /
204 premium and regular economy)
1. Sources
: United Airlines, Ascend Market Commentaries Q1 2014, Morten Beyer & Agnew,
and Boeing.
Strengths
(1)
:
First delivery anticipated to be mid-2014 to Air New Zealand
Approximately
20
feet
longer
and
a
50,000lb
higher
MTOW
than
the
787-8
allows
the
787-9 to hold 280 passengers in an alternative 3-class configuration
Composite fuselage is expected to reduce costs over span of aircrafts useful
life
Improvements to the aircraft include: carbon composite fuselage and wings, health
monitoring systems that allow the aircraft to self-monitor and new fuel
efficient engines
Importance to United:
Larger payload/passenger count compared to the 787-8 (252 passengers)
Fills gap between 787-8 and 777-200ER
cumulative orders with 26 customers
Strong
order
book
expresses
operator
enthusiasm,
currently
there
are
404 |
14
Boeing 787-9 Market
26 Customers for 404 Cumulative Orders
(1)
1. Sources: The Boeing Company; orders are through January 2014.
(3)
(41)
(41)
(30)
(30)
(26)
(25)
(22)
(22)
(20)
(16)
(15)
(15)
(13)
(10)
(10)
(10)
(10)
(8)
(8)
(7)
(6)
(5)
(5)
(4)
(2) |
15
Collateral Overview
ERJ 175 LR
1. Sources: United Airlines, Ascend Market Commentaries Q1 2014, Morten
Beyer & Agnew, and Embraer.
Strengths
(1)
:
Combines improved operating economics with larger cabin for increased passenger
comfort
Superior to direct rival, the CRJ-700/900
Current fleet of 187 aircraft delivered and a backlog of 188 aircraft, making a firm
order total of 375 aircraft
There are relatively few in storage (4 aircraft) and availability for sale or lease
is limited
Larger cabin as compared to the CRJ 700/900
Long
term,
the
ERJ
175
LR
is
expected
to
have
superior
seat
mile
costs
to
the
ERJ
170 and better residual values
Importance to United:
Will be used to replace 50-seat aircraft currently in the fleet
ERJ 175 LR has a large first-class cabin, larger fuselage and larger overhead
bins, providing more cabin space per passenger than competing RJs
in Uniteds standard two-class configuration (12 first / 64 premium and
regular economy) Overview:
Good
level
of
commonality
with
other
E-Jet
family
members -
76
passengers
|
16
ERJ 175 LR Market
19 customers with 375 firm orders
1. Sources; United Airlines, Embraer as of December 31, 2013.
ERJ 175 LR Orderbook
(1)
As of December 31, 2013
Customer
Firm Orders
Delivered
Firm Backlog
Air Canada
15
15
-
Air Lease
8
8
-
Aldus
5
-
5
Alitalia
2
2
-
American Airlines
60
-
60
CIT
4
4
-
Delta Air Lines
36
36
-
ECC Leasing
1
1
-
Flybe
35
11
24
GECAS
5
5
-
Jetscape
4
4
-
LOT Polish
12
12
-
Oman Air
5
5
-
Republic Airlines
101
73
28
Royal Jordanian
2
2
-
Skywest
40
-
40
Suzuyo
5
4
1
Trip
5
5
-
United Airlines
30
-
30
Total
375
187
188 |
|